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Education and Honors
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J.D. (with honors), University of Chicago Law School, 1993 Articles Editor, University of Chicago Legal Forum
B.S. ( cum laude), finance, The Wharton School of the University of Pennsylvania, 1988
B.A. ( cum laude), European history, University of Pennsylvania, 1988
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Admissions and Affiliations
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Practice Areas
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Concentration Mergers and acquisitions, joint ventures, securities matters, venture finance, technology transactions, corporate crisis
Summary Michael Gold is a partner in the corporate department and he helps private and public companies with stock and asset acquisitions, mergers, joint venture arrangements, public and private debt and equity offerings and bank and project financings. Mr. Gold also advises boards of directors and outside shareholders regarding corporate governance practices, proxy solicitations, tender offers and issues related to the Sarbanes-Oxley Act of 2002.
Mr. Gold has extensive experience with private equity, hedge fund and venture finance transactions, representing both investors and issuers. He has advised emerging-growth companies on organization, venture finance, employee and technology issues. He also counsels clients with regard to such securities regulatory matters as delisting procedures, SEC no-action requests, securities law violations and internal control concerns.
In addition, Mr. Gold has represented companies and individuals in connection with internal investigations, corporate crisis situations and enforcement actions brought by the Securities and Exchange Commission, the NYSE and FINRA (formerly the NASD). He particularly handles issues related to structuring complex securities transactions, and trading practices and policies within different securities markets and firms.
Mr. Gold represents clients in diverse business segments, including e-commerce, software, telecommunications, defense, hospitality, motor sports, energy, chemicals, pharmaceuticals, banking, real estate, airlines, airport services and luxury cruise lines. In international matters, he has represented clients confronting legal issues in Canada, Europe, the Middle East and the Far East.
Prior to law school, Mr. Gold was a financial analyst for Goldman, Sachs & Co. in New York City, specializing in mortgage finance. Following law school he served as a law clerk to the Honorable Lee H. Rosenthal of the United States District Court for the Southern District of Texas.
Representative Engagements Mergers and Acquisitions
- Global power company – representation in connection with the formation of a global solar power company, a $1 billion joint venture with a private equity firm to develop utility-scale solar photovoltaic (PV) projects
- Motor sports promoters – acquisition of a NYSE-traded marketing company by a newly formed joint venture
- Norwegian energy company and U.S. subsidiaries – sale of seven oil and gas, energy trading and project development subsidiaries
- Fortune 100 defense company – formation and financing of a joint venture to sell and operate fractional aircraft ownership programs
- Private equity fund – acquisition, financing and later disposition of a food gift company
- Chemical company – sale of its polyols business and joint venture with Bayer of a propylene oxide business, for a total sale price of $2.45 billion
- Private equity fund – acquisition and financing of a NASD-traded environmental servicing firm
- Investment adviser – sale of a $300 million investment advisory business to a strategic buyer
- Defense contractor – acquisitions of two private government contractors
- Dissident shareholder – counsel to dissident conducting proxy solicitation of a publicly held REIT
- Chemical company – sale of various petrochemical facilities and businesses
Securities Matters
- Alternative investment fund – formation in 2009 of $1.1 billion in mortgage- backed securities investment fund
- Private equity fund – formation in 2009 of $100 million distressed equity private equity fund
- Initial Public Offering – $250 million of exchange traded carbon allowances fund
- Foreign investor – $2 billion investment in a private equity fund group
- Global solar power company – representation in connection with $50 million solar energy technology venture finance transaction
- Norwegian energy company – over $250 million of Series A, B and C preferred stock and common stock investments in a U.S. energy company
- Satellite company – creation and offering of employee stock purchase plan
- Aviation support company – $70 million senior and subordinated debt and preferred equity financing and acquisition of operations at eleven airports
- Motor sports promoter – secondary offering of over $100 million of Class A common stock
- Technology corporation – Rule 144A offering of $300 million of senior notes
- B2B exchange company – sale of $23 million of Series C preferred stock
- ResidenSea Ltd. – securities matters related to the offering of residency rights aboard "The World"
- Various Emerging-growth companies – early- and late-stage venture finance investments in pharmaceutical, Internet, entertainment and alternative energy industries
Corporate Crisis
- Various public companies and officers – option backdating and exercise matters
- Federal Home Loan Corporation – independent investigation of accounting matters
- NYSE specialist company – NYSE and SEC investigations of trading practices by specialists on the NYSE
- Food services company – investigation of disclosure matters
- SEC – assistance to an independent consultant in a review of compliance procedures relating to In the Matter of 26 NASD Member Firms
Publications, Speeches and Presentations
- Chapter author, "A Brief Overview, From Prioritizing to Closing," Private Equity and Venture Capital Deal Strategies, Aspatore Books, December 2007
- Panelist, "Who Moved My IR Program? Managing Constant Change in the Regulatory Environment," NIRI Virtual Chapter Program, December 2006
- "Stock Option Backdating: What Boards Should Consider," 38th Annual Institute on Securities Resolution, Practising Law Institute, New York, November 2006
- "Flawed Ruling Creates Liability Risk for Securities Brokers," Securities Litigation & Regulation Reporter, February 2003
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